UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): July 17, 2019

 

 

RED LION HOTELS CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Washington   001-13957   91-1032187

(State or Other Jurisdiction

of Incorporation)

 

(Commission

file number)

 

(I.R.S. Employer

Identification No.)

1550 Market St. #350, Denver, Colorado 80202

(Address of Principal Executive Offices)

(509) 459-6100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities register pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock   RLH   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 17, 2019, our Board of Directors increased the size of our board to ten directors and appointed a new director, Mr. Frederic F. (Jake) Brace, to fill the vacancy.

There are no arrangements or understandings between Mr. Brace and any other persons concerning his appointment as director of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Committee assignments for Mr. Brace have not yet been set by the Board.

Mr. Brace will be entitled to the same compensation as the other non-employee directors of the Company as set forth in the Company’s most recent proxy statement filed on April 19, 2019, including an annual retainer of $100,000 (pro-rated for his partial year of service), and annual retainer fees for any committees to which he is appointed. Director fees are payable quarterly in advance, and for each quarter, $17,500 of the fee is paid in shares of our common stock based on the closing market price on the regularly scheduled quarterly payment date. The balance of the quarterly fees are payable in cash, although they may be paid in stock to the extent a director so elects. Mr. Brace will also be reimbursed for his out-of-pocket expenses incurred in connection with his service on the Board and its committees.

A copy of the press release issued by the Company announcing the appointment of Mr. Brace is included as Exhibit 99.1 to this Report. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
Number

  

Description

99.1    Press Release dated July 17, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Red Lion Hotels Corporation
/s/ Thomas L. McKeirnan

Thomas L. McKeirnan

Executive Vice President, General Counsel and Secretary

Date: July 17, 2019

Exhibit 99.1

 

LOGO

RLH CORPORATION ADDS FREDERIC F. (JAKE) BRACE TO BOARD OF DIRECTORS

DENVER (July 17, 2019)  — RLH Corporation (NYSE:RLH) today announced the appointment of Frederic F. (Jake) Brace to the Company’s Board of Directors, effective immediately. Mr. Brace is a well-known financial expert who brings to the Company over 30 years of strategic and business transformation experience.

RLH Corporation Board Chair, Robert G. Wolfe stated, “We are pleased to add Jake Brace to the board. Jake brings valuable perspective drawn from his significant financial background as well as experience in the travel industry at United Airlines. He has been instrumental in a number of corporate transformations, and we look forward to benefitting from his contributions. With the recent addition of Carter Pate, our board has further expanded its financial expertise while complementing its rich experience with lodging, real estate, travel and leisure and technology. Over the last three years, the RLH Board has meaningfully evolved with six new directors specifically chosen to support our strategic initiatives.”

Frederic F. (Jake) Brace has over 30 years of experience in strategy, finance, restructuring and transformation for numerous industries including airlines, health care, retail, E&P, electrical production, hospitality and real estate. He currently provides advisory services through his firm, Sangfroid Advisors, an international turnaround, restructuring and transformation consultancy. He was formerly the President and CEO of Laser Spine Institute and, before that, Midstates Petroleum, a Tulsa-based E&P company. Previous to those positions, Mr. Brace served as President of Niko Resources, a Canadian E&P company, Chief Administrative Officer of The Great Atlantic and Pacific Tea Co. (A&P grocery stores) and the Chief Financial Officer of UAL Corporation. Mr. Brace currently sits on the board of Anixter International. He was previously on the boards of various public and private companies including iHeart Media, Sequa, GenOn, Standard Register, Edison Mission Energy, Bally Total Fitness, Neff Rental, Sirva, Galileo International and Bearing Point among others.

To learn more about franchising with RLH Corporation, visit franchise.rlhco.com . We don’t wait for the future. We create it.

About RLH Corporation

RLH Corporation is an innovative hotel company focused on the franchising, marketing and integrated back office systems for upscale, midscale and economy hotels. The company focuses on maximizing return on invested capital for hotel owners across North America through relevant

brands, industry-leading technology and forward-thinking services. For more information, please visit the company’s website at www.rlhco.com .

Social Media:

www.Facebook.com/myhellorewards

www.Twitter.com/myhellorewards

www.Instagram.com/myhellorewards

www.Linkedin.com/company/rlhco

Investor Relations Contact:

Evelyn Infurna

Investor Relations

203-682-8265

investorrelations@rlhco.com